At Delek US Holdings, we are committed to maintaining the highest ethical standards in the management of our businesses. Our Board governance guidelines, code of business conduct and ethics and Board committee charters are each components of a broader corporate commitment to protecting the best interests of our shareholders and our key stakeholders who, having entrusted us with the task of long-term value creation, rely on us to support a corporate culture that rewards accountability and our adherence to the fiduciary duties required of those managing a world-class organization. By encouraging a high degree of operational transparency and strong corporate governance, we seek to engender a culture of personal and collective responsibility at work and in the communities in which we live.
The Board of Directors of Delek US Holdings has adopted the Governance Guidelines to assist it in carrying out its responsibilities overseeing the business affairs and management of the Company and its subsidiaries. The principles and policies set forth in the Governance Guidelines are intended to enhance the Board’s ability to govern effectively and ethically on behalf of our key stakeholders.
Summary of Shareholder Rights Plan:
Code of Business Conduct & Ethics:
The Code of Business Conduct & Ethics is designed to codify the ethical standards and practices desired of our employees, officers, and board members. The code is intended to promote good faith actions which reflect our core corporate values as an organization, while also serving as a guidepost for legal compliance purposes. By adhering to the standards set forth in this code, our Board of Directors believes members of our organization will be well-positioned to make sound, ethical judgments which are aligned with the best interests of Delek US Holdings and its key stakeholders.
Compensation Committee Charter:
A key aspect of the governance and oversight duties of management and the Board of Directors is to ensure fair compensation practices which are aligned with the best interests of our shareholders and other key constituents. The compensation committee is designed to serve as an advocate on behalf of shareholders to ensure compensation practices remain competitive and within regulatory requirements. The committee is tasked with reviewing and, where appropriate, approving compensation objectives, plans, and levels.
Members of Compensation Committee:
Gary M. Sullivan, Jr., Shlomo Zohar, Rich Marcogliese, and William J. Finnerty (Chairman)
Audit Committee Charter:
The audit committee assists the Board’s oversight of multiple duties, some of which include determining the quality and integrity of the our financial statements; the disclosure and reporting process, including our disclosure controls and procedures; the internal controls and procedures for financial reporting; the performance of the company’s internal audit function; supervision and review of an independent auditor; and our compliance with policies stipulated under our “Code of Business Conduct and Ethics” and legal/regulatory requirements.
Members of Audit Committee:
Shlomo Zohar, Vicky Sutil, Rich Marcogliese, and Gary M. Sullivan, Jr. (Chairman)
Nominating and Corporate Governance Committee Charter:
The Nominating and Corporate Governance Committee assists the Board by identifying individuals qualified to become Board members, recommends to the Board the director nominees for each annual meeting of stockholders, recommends to the Board director nominees for each Board committee and develops, recommends to the Board and oversees a set of effective corporate governance policies and procedures applicable to the Board’s Governance Guidelines.
Members of Nominating and Corporate Governance Committee:
William J. Finnerty, Gary M. Sullivan, Jr, and Vicky Sutil (Chairman)
Environmental, Health and Safety Committee Charter:
The Environmental, Health and Safety Committee assists the Board by overseeing management’s establishment and administration of the Company’s environmental, health and safety (“EHS”) policies, programs, and initiatives.
Members of Environmental, Health and Safety Committee:
Vicky Sutil, William J. Finnerty, and Rich Marcogliese (Chairman)
Stock Ownership and Retention Guidelines:
PDF: Clawback Policy
Human Rights Policy:
PDF: Human Rights Policy